GENERAL SERVICES AGREEMENT

 

This Agreement is entered into as of __________________________ (the "Effective Date") by and between __________________________ ("Client") with offices at _______________________, and CarbonLogic, Inc. ("Contractor") with offices at 494 Briggs Pl., Superior, CO 80027.

 

1.         Term. This Agreement shall have a term commencing on the Effective Date and ending on _______________________ ("the Termination Date") unless mutually extended by the parties in writing.

 

2.         Scope of Work. The Contractor agrees to provide consulting and related professional services to Client, which may include website and email hosting, website maintenance and development, system administration, and other such technical tasks or duties for projects specified by Client in the Statement of Work (the "Services").

 

3.         Compensation. Client agrees to pay Contractor the fees or rates specified in the Statement of Work for Services performed to Client's specifications and reasonable satisfaction.

 

4.         Taxation Responsibility. Any and all tax requirements and liabilities as a result of payments made to the Contractor are the sole responsibility of the Contractor, who agrees to comply with all federal, state, and local tax regulations relative to their receipt of payment as an independent contractor.

 

5.         Early Termination of Agreement.

 

5.1      Any Statement of Work entered into pursuant to this Agreement may be terminated by either party, in whole or in part, by Client upon no less than sixty (60) days written notice to the other party, whenever, for any reason, the terminating party shall determine that such termination is in its best interest.Contractor's failure to deliver Services considered not to conform to the Statement of Work, as evaluated and determined solely by Client, or Client's failure to timely pay invoices in accordance with the terms of this Agreement, shall entitle the non breaching party to terminate this Agreement on ten (10) days prior notice. During the notice period of either sixty or ten days, unless expressly authorized in writing by Client, Contractor shall not log any further hours to Client's account, and shall use its best efforts to minimize any unavoidable expenses.

5.2      In the event of any early termination, the Client's financial obligation to the Contractor shall be limited to the Services performed in accordance with the Statement of Work through the date of the early termination.Client shall promptly pay all amounts payable to Contractor for Services rendered and reasonable, approved out-of-pocket expenses incurred up to the date of termination.

5.3      Contractor shall, on or before the date of termination, turn over to Client all Client's property, materials and work in Contractor's possession, including, but not limited to, systems design, work notes, program plans, specifications, project analysis, and programming code, and all work in process generated during the performance of the terminated Statement of Work.

 

 

6.         Payment Terms. Client agrees to pay all undisputed charges incurred pursuant to the Statement of Work.The Monthly Basic Fee (as defined in the Statement of Work) shall be paid by Client quarterly, in advance. Other charges incurred from time to time by Client pursuant to the Statement of Work shall be invoiced by Contractor monthly, in arrears, and are due within forty-five (45) days after receipt of the invoice by the Client.Any undisputed amount not paid within 60 days of becoming due shall be subject to an interest charge of the lesser of 1.5% monthly (18% annually) and the maximum monthly interest charge permissible under applicable law, which charge shall be added to the amounts payable by Client to Contractor.

 

7.         Ownership Rights in Work. Client shall retain all copyright, patent, trade secret and other intellectual property rights Client may have in anything developed by Contractor for Client under this Agreement ("Work Product").  Client may grant Contractor an exclusive worldwide license to the use of the Work Product, such grant to be documented in writing on the related Statement of Work.

 

8.         Independent Contractor. Contractor enters into this Agreement as an independent contractor and under no circumstances shall Contractor be deemed an employee or agent of Client or Client's customer(s). Contractor's employees and agents ("Consultants") will not represent themselves as employees or agents of Client or Client's customer(s) and will not enter into or attempt to enter into contractual obligations on behalf of Client. The Contractor will defend, indemnify and hold Client harmless from any claims that could be covered by Workers Compensation or general liability insurance.

 

9.         Forced Work Stoppage. Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes including Acts of God, or the public enemy, fire, flood, storm, earthquake, riot, strike, lockout, war or war operations, restraint of government, or any other cause or causes which could not with reasonable diligence be controlled or prevented by the parties.

 

10.      Rules and Regulations. Contractor's Consultants shall comply with Client's and Client's customer's current published rules, regulations, security policies and office procedures while Consultants are on Client premises or on Client's customer's premises.

 

11.      Confidentiality. Contractor and its officers, employees, consultants, and agents shall treat as confidential and shall not disclose to any third party:

 

11.1 The terms of this Agreement;

11.2 All information and data, of any nature, including proprietary software of Client, or Client's customer(s) that was derived from Client or Client's customer(s);

11.3 Information regarding Client's or Client's customer's operations, policies, procedures and other techniques used by Client in carrying on its business; and

11.4 All information and data which is proprietary to a third party and which Client is obligated to treat as confidential and which is disclosed to Contractor or any of its consultants in connection with its performances of obligations under this Agreement.

Contractor agrees to inform its officers and Consultants of Contractor's obligations of confidentiality as set forth in this section.This confidentiality agreement does not apply to information previously known to Contractor free of any obligation to keep it confidential, nor any information that has been or is subsequently made public, through no fault of Contractor, by the Client or a third party who is under no obligation of confidence to either party hereof. The obligations of Contractor under this section shall survive termination of this Agreement.In addition to this Agreement, Client may require Contractor to sign Client's "Confidentiality Agreement," which will then be attached to each Statement of Work and thereby incorporated by reference herein.At the conclusion or termination of this Agreement, Contractor shall surrender to Client all information or data belonging to Client or to any of Client's customers.

 

12.      Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado.

 

13.      Performance and Warranty. Contractor warrants that the Services will be performed in a timely, diligent and professional manner, and will be no less than in accordance with industry professional standards.In the event Client is displeased with an individual Consultant's performance, Contractor shall make its best efforts to either: (i) replace the assigned Consultant with another Consultant who meets the approval of Client, within a reasonable time frame, or (ii) correct the problem in a mutually acceptable manner.These warranties are exclusive and in lieu of all other warranties, whether express or implied.

 

14.      Limitation of Liability and Indemnification. In no event shall either party ora party's subcontractors, employees, representatives or subsidiaries be liable, even if informed of the possibility, for any consequential, indirect, punitive, incidental or special damages, whether foreseeable or unforeseeable, whether based upon lost goodwill, lost profits, loss of use of money, loss of data or interruption in its use or availability, stoppage of work, impairment of assets or otherwise arising out of breach of any express or implied warranty, breach of contract, negligence, misrepresentation, strict liability in tort or otherwise, and whether based on this Agreement, any transaction performed or undertaken under or in connection with this Agreement or otherwise.Except with respect to a breach of Sections 7, 8 and 11, and liability for personal injury or death, Contractor's and its Consultants' liability for damages, regardless of the form of action, shall in any event be limited to the aggregate amount paid by Client to Contractor for the Services performed by Contractor in respect of the relevant Statement of Work.

 

Contractor agrees to defend, indemnify and hold Client harmless from any claims, suits, damages and expenses asserted against or incurred by Client arising out of or relating to (i) the negligent or intentional acts or omissions of Contractor or its Consultants, and/or (ii) breach of Contractor's obligations under this Agreement, and Contractor agrees to pay Client's reasonable attorney fees in connection therewith.

 

15.      Severability. Should any part of this Agreement for any reason be declared invalid or void, such decision shall not affect the remaining portion which will remain in full force and effect as if this Agreement had been executed with the invalid portion eliminated.

 

16.      Waiver. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced.No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of such provision at any other time; nor shall it be deemed a waiver of any other provision of this Agreement at such time or any other time.

 

17.      Amendments and Notices. All Amendments, Addenda and Schedules to this Agreement shall be in writing and signed by both parties. All notices and claims shall be made only in writing and shall be deemed made upon receipt.Any verbal notice or claim shall be of no effect.Notices or correspondence under this Agreement shall be delivered from one party to the other, by overnight delivery, confirmed facsimile, or by registered or certified mail, addressed as follows:

 

18.      Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions and understandings of the parties, whether written or oral.